TRC COMPANIES, INC.

POWER OF ATTORNEY


		The undersigned, MARTIN H. DODD, an
officer/and or director of TRC COMPANIES, INC. (the
"Company"), does hereby constitute and appoint HAROLD
c. ELSTON, JR. the undersigned's true and lawful attorney
and agent, to execute in the undersigned's name any
and all reports required to be filed under Section 16(a) of
the Securities Exchange Act of 1934 with respect to
equity securities of the Company, and any amendments
thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and any
applicable stock exchange, granting unto said
attorney and agent full power and
authority to do any and all acts and things necessary
or advisable to be done, as fully and to all intents
and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said
attorney and agent may lawfully do or
cause to be done by virtue hereof.  Said
attorney or agent shall have, and may exercise, all
powers hereby conferred.

		This Power of Attorney revokes all prior
Powers of Attorney relating to reporting under Section
16(a) and shall remain in effect until revoked by a
subsequently filed instrument.


Date:November 1, 2004


MARTIN H. DODD